Published:
National American University and Camden Learning Corporation Amend Terms of Transaction
RAPID CITY, S.D. & BALTIMORE - (BUSINESS WIRE) - Dlorah, Inc. ("Dlorah" ), a privately-held company doing business as
National American University, and Camden Learning Corporation
("Camden" ), a publicly-held company (OTCBB: Units: "CAELU," Common
Stock: "CAEL," Warrants: "CAELW" ), today jointly announced they have
entered into Amendment No. 1 ("Amendment No. 1" ) to the Agreement and
Plan of Reorganization, originally executed on August 7, 2009, as
amended and restated in its entirety by that certain Amended and
Restated Agreement and Plan of Reorganization, dated as of August 11,
2009, through which Dlorah and Camden will merge and the combined entity
will be a publicly-held company. The transaction is expected to close in
November 2009.
Pursuant to Amendment No. 1, the restricted stock portion of the
consideration to be received by Dlorah's stockholders has been reduced
from 575,000 shares of restricted Common Stock to 250,000 shares of
restricted Common Stock, which shares will not be freely tradable until
Camden's Common Stock trades at or above $8.00 per share for sixty
consecutive trading days and will be forfeited if such condition is not
satisfied within five years of the anniversary date of their issuance.
In addition, the number of shares of restricted Common Stock to be
received by Camden's sponsor (Camden Learning, LLC) in consideration for
the cancellation of 2,800,000 Common Stock purchase warrants owned by
Camden Learning, LLC, was increased from 250,000 shares of restricted
Common Stock to 575,000 shares of restricted Common Stock, which shares
are subject to the same restrictions applicable to the restricted Common
Stock to be received by Dlorah's stockholders.
Additionally, the minimum amount of consideration to be received by
Dlorah's stockholders in the transaction was increased from 70% to 74.4%
of the issued and outstanding capital stock of Camden, on an
as-converted and fully diluted basis, as of the date of closing.
Further, pursuant to Amendment No. 1, the purchase option held by the
underwriters of Camden's initial public offering to purchase up to
625,000 units has been forfeited and the aggregate deferred underwriting
compensation has been fixed at $1,750,000 in the event the transaction
closes, such amount to be paid without regard to the number of shares of
Common Stock redeemed by the Company in connection with those public
stockholders who vote against the transaction and seek redemption of
their Common Stock for a pro rata portion of the amount held in Camden's
trust account.
Finally, the closing condition that the Common Stock and Warrants shall
be listed on the Nasdaq Capital Market or the Nasdaq Global Market has
been eliminated. The Common Stock will continue to be listed on the OTC
Bulletin Board following the closing.
Camden's Special Meeting of Warrantholders and Special Meeting of
Stockholders will be held on November 23, 2009 at 10:00 a.m. and 10:30
a.m., Eastern time, respectively, at the offices of Ellenoff Grossman &
Schole LLP, Camden's counsel, at 150 East 42nd Street, 11th
Floor, New York, New York 10017. A record date has not yet been
determined for those warrantholders and stockholders entitled to attend
and vote at the Special Meetings.
The full meeting agendas will be detailed in the definitive proxy
statement, which shall be mailed to all Camden warrantholders and Camden
stockholders who held such securities as of the record date. Investors
and security holders are advised to read the definitive proxy statement
because it contains important information.
Additional information regarding Camden, Dlorah, the transaction and
related matters will be available in the Definitive Proxy Statement to
be filed by Camden with the Securities and Exchange Commission, a copy
of which may be obtained without charge at the Securities and Exchange
Commission's website at http://www.sec.gov.
About Camden Learning Corporation
Camden is a special purpose acquisition company formed in 2007 for the
purpose of acquiring through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination one or more businesses or assets. Camden's initial public
offering was consummated on December 5, 2007 and it received net
proceeds of approximately $53 million through the sale of 6,250,000
units, and an additional 376,300 units pursuant to the underwriters'
over-allotment option, at $8.00 per unit. Each unit is comprised of one
share of Camden common stock and one warrant with an exercise price of
$5.50. As of August 31, 2009, Camden held approximately $52.5 million
(or approximately $7.92 per share) in a trust account maintained by an
independent trustee, which will be released upon the consummation of the
transaction.
About National American University
Accredited by the Higher Learning Commission and a member of the North
Central Association of Colleges and Schools, National American
University has been providing quality career education since 1941.
National American University opened its first campus in Rapid City,
S.D., and the university has grown to 16 locations throughout the
central United States. In 1996, National American University started
developing online courses through its distance learning virtual campus,
and today offers students the flexibility and convenience to take
classes when it fits their busy lifestyle. Undergraduate program
offerings vary from diploma, associate and bachelor's degrees in areas
ranging from accounting, allied health, athletic training, business,
criminal justice, healthcare management, information technology, legal
studies, organizational leadership, veterinary technology and nursing.
The university added graduate studies programs in 2000 and offers Master
of Management and Master of Business Administration degrees.
Not a Proxy Statement
This press release is not a proxy statement or a solicitation of proxies
from the holders of Camden securities and does not constitute an offer
of any securities of Camden for sale. Any solicitation of proxies will
be made only by the definitive proxy statement/prospectus that is being
mailed to stockholders and warrantholders who held such securities as of
the record date. Interested investors and security holders are urged to
read the definitive proxy statement/prospectus and appendices thereto
because they contain important information about Camden, Dlorah and the
proposals to be presented at the Special Meetings.
Forward Looking Statements
This press release may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
regarding Camden, Dlorah and Camden's business after completion of the
proposed transactions. Forward-looking statements are statements that
are not historical facts. Such forward-looking statements, which are
based upon the current beliefs and expectations of the management of
Camden and Dlorah, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements. The
following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: changing
interpretations of generally accepted accounting principles, continued
compliance with government regulations, changing legislation or
regulatory environments, requirements or changes affecting the business
in which Dlorah is, and Camden will be, engaged, management of rapid
growth, intensity of competition, general economic conditions, as well
as other relevant risks detailed in Camden's filings with the Securities
and Exchange Commission. The information set forth herein should be read
in light of such risks. Neither Camden nor Dlorah assumes any obligation
to update the information contained in this release.
Additional Information and Where to Find
It
This press release is being made pursuant to and in compliance with
Rules 145, 165 and 425 of the Securities Act of 1933, as amended, and
does not constitute an offer of any securities for sale or a
solicitation of an offer to buy any securities. Camden, Dlorah and their
respective directors and officers may be deemed to be participants in
the solicitation of proxies for the special meetings of Camden's
stockholders to be held to approve the transactions described herein and
of Camden's warrantholders to amend the terms of the warrant agreement.
The underwriters of Camden's initial public offering may provide
assistance to Camden, Dlorah and their respective directors
and executive officers, and may be deemed to be participants in the
solicitation of proxies. A substantial portion of the underwriters'
fees relating to Camden's initial public offering were deferred pending
stockholder approval of Camden's initial business combination, and
stockholders and warrantholders are advised that the underwriters have a
financial interest in the successful outcome of the proxy solicitation.
In connection with the proposed transaction, Camden has filed with the
Securities and Exchange Commission a preliminary proxy statement and
will file a definitive proxy statement. Camden's stockholders and
warrantholders are advised to read, when available, the proxy statement
and other documents filed with the Securities and Exchange Commission in
connection with the solicitation of proxies for the special meetings
because these documents will contain important information. The
definitive proxy statement will be mailed to Camden's stockholders and
warrantholders as of a record date to be established for voting.
Camden's stockholders and warrantholders will also be able to obtain a
copy of the proxy statement, without charge, by directing a request to:
Camden Learning Corporation, 500 East Pratt Street, Suite 1200,
Baltimore, MD 21202. The preliminary proxy statement and definitive
proxy statement, once available, can also be obtained, without charge,
at the Securities and Exchange Commission's website at http://www.sec.gov.
Camden Learning Corporation
Mr. David Warnock, 410-878-6800
dwarnock@camdenpartners.com
or
Dlorah,
Inc.
Dr. Ronald Shape, 605-721-5220
rshape@national.edu
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